Morocco

The most common for-profit organizational forms used in Morocco are the société anonyme (the joint stock company) (the SA) and the société à responsabilité limitée (a limited liability company) (the SARL). The société anonyme simplifiée (simplified joint stock company), a more flexible form of SA, is also used, to a lesser degree.

Both the SA and the SARL provide limited liability to their shareholders. The SA is most suited for large projects/enterprises while the SARL is generally used for small-scale projects, mainly because:

• no minimum share capital is required for SARLs (MAD 300,000 minimum share capital is required for SAs);
• shares of SAs are freely transferable, while the sale of shares of SARLs to third parties require prior shareholder's approval;
• SAs may raise capital from the public;
• SARLs may not issue any securities; and
• the number of shareholders of SARLs may not exceed 50.

a. Enterprises that seek financing from investors and will have multiple owners tend to form SAs or SARLs. If going public is contemplated, then the SARL form will not be a viable option.  

b. In Morocco, Social Enterprises tend to be formed as SAs or SARLs.

Directors and officers of SAs and SARLs are supposed to act in the best interests of the company in which they hold office. They do not have however a clear obligation to maximize shareholders' value at all costs. Similarly, they have no obligation to advance the interests of other stakeholders such as employees, customers, etc.

However, if the interests of such stakeholders are aligned with that of the SA and SARL, then the directors and officers may take decisions favoring them. 

Certain types of entities are mainly used for Social Enterprise purposes, namely Associations, Cooperatives, Mutuelles, and foundations.  

a. In addition, the following legal entities are available - and often used - in Morocco for Social Enterprises:

• Associations (Associations) are Nonprofit legal entities formed by their members to further a goal other than sharing profits. They are used in a wide variety of sectors and industries.
• Cooperatives (Cooperatives) are entities formed by individuals or legal entities to meet their own economic and social needs, and which are managed in accordance with globally recognized cooperation principles.
  • There are three (3) types of Cooperatives:
    • Cooperatives to which members provide (i) goods to be resold to third parties following the processing thereof (ii) or services destined to third parties;
    • Cooperatives that manufacture goods or provide services to their members; and
    • Cooperatives that offer employment to their members.
• Mutuelles (Mutuelles) are Nonprofit entities that carry out, for the benefit of their members and their families, pension, solidarity and assistance services aimed at protecting them from certain risks mainly health-related risks. In Morocco, Mutuelles play a role mainly in relation to the provision of health care and insurance services. They are also used in the agricultural and transportation sectors.
• Foundations are a type of non-profit organization whereby the founder contributes assets to the foundation for the purpose of reaching certain goals or completing certain tasks in the public interest. Since foundations are very specific vehicles and play a minor role in practice, this note will not focus thereon.

b. They differ as follows:

• Cooperatives mainly differ from SA and SARL in the sense that:
  • they are formed to further the common needs of their members;
  • they are not aimed at transacting business with third parties (although after one year from their incorporation, Cooperatives may transact up to 30% of their business with non-members);
  • Cooperatives' ownership is not based on investment amount (i.e. control of Cooperatives is democratic on a one-member-one-vote principle);
  • membership is restricted to persons involved in the business of the Cooperative; and
  • the sharing of profits is not dependent on the respective shares of the members but on the use by each member of the Cooperative's goods/services.
• Associations mainly differ from SAs and SARLs in the sense that:
  • they are not formed by their members for the purpose of sharing profits; and
  • any profits earned by Associations are not distributed to its members (but rather reinvested therein).
• Mutuelles mainly differ from SAs and SARLs in the sense that:
  • they are Nonprofit Enterprises;
  • capital is not remunerated in shares and they do not distribute dividends to their members; and
  • any profits are used to further the common goal of members. Profits may be retained or used to reduce registration duties.

c. The benefits are as follows:

• Cooperatives enable their members to pool their resources, reduce costs and share risk. The main purpose is to advance the common interests of their members (as opposed to creating value for their members). This may lead to decision making based on the advancement of the long-term goals of the members rather than short term profits. Cooperatives are also entitled to receive grants/subsidies from the Government and benefit (subject to conditions) from a permanent corporate income tax exemption
• Associations: Management focuses on furthering the corporate object of the Association. All profits are reinvested in the Association. Additionally, Associations may receive grants and subsidies from the Government and benefits (subject to conditions) from a permanent corporate income tax exemption.
• Mutuelles enable resource pooling and risk sharing between their members. Traditionally, they were used to provide risk coverage in areas where traditional insurance is not available. Their Nonprofit status guarantees their commitment to furthering their members' common goal (as opposed to advancing the interests of their certain members only). They also seek to ensure equal access to services and protection to their members.

d. Restrictions include:

• Cooperatives: 
  • a cap on the volume of business to be transacted with third parties;
  • profits are shared between members pro rata the transactions that they carried out with the Cooperative or the work they performed for it;
  • 65% of the share capital of a Cooperative must be held by individuals;
  • the sale of Cooperative shares is only possible to other Cooperative members or to third parties with the approval of the Cooperative's members' assembly (2/3rd majority required); and
  • the articles of association may provide that the members will be liable for an amount up to five times their contribution.
• Associations and Mutuelles: the main restrictions derive from their Nonprofit status, which limits their attraction for traditional capital forms.
  • Mutuelles are also subject to additional restrictions:
    • except with the prior approval of the Labor Minister, they are not entitled to (i) transfer real estate they own; (ii) acquire and construct office buildings (and perform major extension work therein); and/or (iii) accept donations;
    • they are subject to borrowing and lending restrictions. Their investments are also limited to certain assets defined by statute. Any deviation from these investments rules is subject to prior approval of competent governmental authorities; and
    • when carrying our insurance services, they are subject to insurance regulations.

e. The differences include:

• Cooperatives: No material differences in timing or costs between for forming a Cooperative and forming a commercial entity such as the SA and the SARL.
• Associations: Associations are freely formed. However, to benefit from certain rights (rights to sue, to receive public subsidies and registration duties from its members, etc.), the Association must be registered with local administrative agencies. Foreign Associations may not operate in Morocco unless they are registered with competent authorities.
• Mutuelles: Mutuelles are formed following the filing of their articles of association with the Labor Ministry and the Ministry of Finance. A 3-year business plan must be attached to the filing application. The authorities have 3 months to grant or deny the incorporation request.

f. Cooperatives, Associations and Mutuelles are well known legal forms and have been available for quite some time. Mutuelles are however focused on a limited number of industries (mainly in healthcare, insurance and agriculture sectors). 

a. Each are treated as follows:

• SA and SARL are by definition for-profit corporations. Although they may, by virtue of their shareholders' wishes, operate in accordance with Nonprofit principles (and for instance not pay any dividends and reinvest all profits in the company), they will not be given any preferential treatment from a tax or legal perspective for doing so.
• Associations and Mutuelles are by definition Nonprofits. Associations enjoy certain tax benefits.
• Cooperatives may be formed as Nonprofits but will not be given any preferential treatment by virtue of being a Nonprofit.

b. No.

c. No.

d. Limited studies are available in Morocco in relation to the use of Social Enterprises.

• One 2014 study suggested that Social Enterprises were split as follows: 44% were formed as SA and SARLs (i.e. for-profit Enterprises), 13% as Associations (i.e. Nonprofits), 6% as Cooperatives (i.e. for-profit Enterprises), 13% as sole proprietorships (i.e. for-profit Enterprises), 6% as public entities.
• Another 2014 report indicated that there were 90,000 Associations and 12,000 Cooperatives registered in Morocco. It also stated that health care Mutuelles were composed of 4,3 million members.

Yes. Forming as a worker-owned Cooperatives is allowed. It allows for worker control and management as well as alignment of worker and investor interests.

Enterprises that form as Cooperatives and Associations experience difficulties in raising capital and scaling and must abide by additional governance requirements. Furthermore, outside investors are also not incentivized to make large investments since the level of financial investment does not determine control.

If a Social Enterprise decides to organize as a Cooperative, Association or a Mutuelle, it will be subject to reporting requirements and/or other obligations that are not applicable to traditional commercial entities. These additional obligations are not related to their Social Enterprise status but rather to the organizational form that they adopt:

• Cooperatives: Accounting obligations substantially similar to those applicable to SAs and SARLs (e.g., bookkeeping obligations, filing of annual returns, the appointment of statutory auditors beyond a certain level of turnover). Notably, Cooperatives are monitored by the Cooperation Development Office.
• Associations: More stringent obligations apply to Associations recognized as beneficial to the public (ARBP). They are required to file annual reports with the Government's General Secretariat detailing the breakdown of their resources. This report must be certified without any qualification by a certified accountant.
  • In addition, any ARBP that contemplates raising funds from the public must give, at least fifteen days prior to the date of fundraising, notice thereof to Government's General Secretariat, indicating the date, the place of the fundraising, the expected amount to be raised and its contemplated use.
  • Associations that receive subsidies from a public body are also held by certain reporting obligations (i.e. submission of their budget, financial statements to the relevant public body). Similarly, Associations that receive foreign aid must give notice thereof to the Government's General Secretariat within 30 days from the receipt thereof.
• Mutelles: A monitoring commission must be formed within each Mutuelle. It is tasked with preparing and submitting a report on the bookkeeping of the company to the general assembly of members.
  • In addition, within the first quarter of each year, Mutuelles must provide the government information about their headcount, their investments, their revenues and expenses.

We are not aware of any material case law on point.

There are no ESG requirements applicable to Enterprises generally, other than those related to the disclosure of ESG activity in the annual report of listed companies (see sec. II (6) below).

No.

No.

While Investors are not required to look at ESG issues when making investment decisions, they may do so. For instance, two (2) Moroccan funds, formed in 2014, integrate ESG principles in their investment strategy and select their investments based inter alia on ESG scoring performed by international rating agencies.

a. Not applicable.

b. Moroccan law does not restrict investors from considering ESG factors in their investment decision making. In fact, a number of investors consider ESG issues when making their investment decisions. Certain funds also include ESG principles in their investment strategy (see Section II. 1 above).

c. A growing number of projects have an environmental or social focus.

Social Enterprises may be entitled to receive government / State grants and subsidies, membership dues, private donations, charitable investments, and more traditional forms of investments.

The type of funding varies based on the Enterprise form that the Social Enterprise chooses. Organizations that adopt commercial models are less reliant on external support, especially since support from government, is more available for Cooperatives and Associations. For-profit entities are less likely to receive government aid.

For-profit impact investments are not that common in Morocco.

There is no government funding specifically designed for Social Enterprises as such. Depending on the Enterprise form and the industry in which it evolves, government grants, loans, and guarantees may be available. For instance, Cooperatives have benefited from growing governmental support in the form of training, material and financial assistance including for the creation and development of revenue generating activities. Similarly, one of the main sources of funding for Associations comes from the Government/local public bodies.

a. The type of funding varies based on the Enterprise form with organizations that adopt commercial models being less reliant on external support. Support from the Government, is more available to Cooperatives and Associations.

b. No. Funding depends on the Enterprise form and the industry in which it evolves.

Not to our knowledge.

A February 20, 2019 circular issued by the Moroccan financial market regulator, the Autorité Marocaine du Marché de Capitaux (the AMMC) (the Circular) mandates that companies listed on the Casablanca stock exchange include an ESG section in their annual report.

A schedule to the Circular sets out minimum disclosure requirements to be included in the annual report, including specific information about ESG measures carried out by the relevant company to further ESG principles (with details about the strategy and specific steps implemented, and relevant figures). 

The first issue of green bonds in Morocco took place in 2016, when the national sustainable energy Agency (MASEN) issued the first green bond for financing an new solar power plant.

Subsequently, two (2) banks issued green bonds for financing and refinancing various sustainable energy and energy efficiency projects for an aggregate amount of 1,650 million MAD. The Casablanca Finance City Authority also issued a green bond dedicated to financing green buildings and a construction company “Al Omrane Holding” issued “social and green” bonds (after demonstrating the green and social benefits of its issuance).

That said, overall impact bonds are not very prevalent. As of February 2019, 5 issuances had been carried out successfully, totaling an approximate amount of 420 million US Dollars.

No.

• Associations must however report funding received from foreigners (see Sec. I (7) above). In addition, foreign Associations are not freely formed (as opposed to domestic Associations) (see Sec. I (4) (e) above).
• Notably, too, only Moroccan citizens may manage Cooperatives.

Currently, there is no legal framework for crowdfunding in Morocco. Carrying out crowdfunding activities is complex since, inter alia, equity based crowdfunding may be considered a public offering and therefore may be subject to securities laws related thereto.

A crowdfunding bill is currently under consideration in the Moroccan Parliament. Such bill aims to regulate crowdfunding activities in Morocco, with a stated goal of increasing the use of such type of financing.

There are no securities laws / rules that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated / accredited / qualified under applicable statutes.

a. Tax exemptions are as follows:

• Cooperatives : Cooperatives benefit from a full and permanent corporate income tax exemption under certain conditions.
• Associations (and assimilated bodies with non-profit purpose): benefit from a corporate income tax exemption under certain conditions. This exemption does not apply to (i) shops or sales / services establishments of said associations and (ii) to housing associations / cooperatives (if certain conditions are not completed) whose purpose is to purchase a construction used as main residence.

Hiring of staff: Associations and Cooperatives benefit from a temporary exemption on individual income tax applicable to wages paid to first-time  employees (hiring only in 2021) for a 36-months period.

b. N/A

c. Cooperatives: the corporate income tax exemption applies: (ii) when their activity is limited to the collection of raw materials with their members and their marketing or (ii) when their yearly turnover does not exceed MAD 10 Million (before VAT), if they carry out an activity consisting in transforming raw materials collected among their members or transformation of inputs with equipment or tools (or other production means) similar to enterprises subject to corporate income tax in standard conditions.

• Their turnover benefits from a VAT exemption without the right to deduct input VAT (on expenses incurred to carry out the cooperatives' activity).

We are not aware of any specific tax incentive granted in the case of donations made by individuals.

However, regarding entities subject to corporate income tax under standard conditions, donations to associations are subject to the following deductibility rules:

• full deductibility if the recipient is an ARBP operating in certain limited sectors (culture, health, environment, etc.);
• association (without public interest) with a partnership agreement with the Moroccan State for projects of general interest: 2 ‰ of the turnover; and
• other associations: not deductible.

No.

N/A

No.

The Moroccan Government implemented a number of measures to promote enterprise creation and entrepreneurship.

• Grants and low interest loans are available for young entrepreneurs.
• Regional Centers for Investments (Centres régionaux d'Investissement) were recently formed to promote investments, including projects by small and medium businesses. The Guichet d'aide à l'investissement provides investors with information about regional investments projects and helps investors structure their investments.
• In addition, the National agency for the promotion of small and medium size businesses (Agence Nationale pour la Promotion de la Petite et Moyenne Entreprise) was formed in 2002. Its mission is to accompany newly formed companies and provide SMBs with information, advice and training.

No, except:

• with respect to the reporting obligations of Associations (See sec. 7 above); and
• with respect to Cooperatives, which are subject to the supervision of the Office of Cooperation Development (Office du Développement de la Coopération), which is entitled to carry out audits to assess the Cooperative's (and its managers') compliance with applicable laws and cooperation principles.

The Social Enterprise Promotion Directorate (Direction de la Promotion de l'Economie Sociale) of the Ministry of Tourism (Ministère du Tourisme, du Transport Aérien, de l’Artisanat et de l’Economie Sociale), was formed in 2002, to:

• diligent studies on social enterprise in Morocco;
• promote social enterprise and its different components (Associations, Cooperatives, Mutuelles);
• coordinate, follow up and assess governmental action in terms of Social Enterprise;
• adapt the legal framework of Social Enterprise to local economic and social realities; and
• collect and share statistics on Social Enterprise.

In practice, this agency does not however "oversee" the activities of Social Enterprises.

Please note however that Cooperatives are overseen by the Office of Cooperation Development an agency tasked with monitoring Cooperatives and ensuring their compliance with Moroccan law.

Depending on their industries, Mutuelles may be the subject of monitoring by industry regulators (for instance by the Autorité de Contrôle des Assurances et de la Prévoyance Sociale for health insurance Mutuelles).

No.

The formation of an SARL and/or an SA in Morocco takes approximately 4 weeks. The filing fees are fixed and the amount thereof is negligible.

Associations are freely formed by their members. However, to be fully operational, notice of their formation must be given to the appropriate governmental agency, which has 60 days to complete the registration process and issue a récépissé définitif. Filing fees are negligible.

The process of forming a Cooperative is substantially similar to that of SAs and SARLs.

Mutuelles are formed following the filing of their articles of association with the Labor Ministry and the Ministry of Finance. A 3-year business plan must be attached to the filing application. The Labor Ministry and Ministry of Finance have  3 months to grant or deny the incorporation petition.

No certifications afford beneficial tax status or other beneficial legal status, but certain certifications may help bolster the Social Enterprise’s social impact claims and provide potential investors and stakeholders with additional information to accurately assess the social impact that the Enterprise makes.

Notably however, Associations recognized as ARBP enjoy more benefits than ordinary Associations. They may own real and personal property necessary to the furtherance of their corporate purpose. They may also carry out, once per year, a campaign to raise funds from the public. Finally, they may, under certain conditions, receive donations and bequests from third parties.

Associations may be recognized as ARBP by decree, following an administrative investigation into their goals/purpose and the tools available to further such purpose. The administration may approve/deny the ARBP certification petition within 6 months from the date of its submission.

Yes. Startups may easily be formed in Morocco. They have a number of Enterprise forms available to choose from, there are relatively few reporting requirements for private for-profit businesses and incorporation processes are relatively straightforward even though the paperwork and filing process could be simplified.

Social Enterprises may form easily if they are organized as a for-profit Enterprise, Associations or Cooperatives (although the formation of foreign Associations is more complex). In their corporate forms, Social Enterprises do not enjoy any specific beneficial tax treatment (by virtue of being Social Enterprises). 

However, in their non-profit forms, Social Enterprises are often small entities with limited and inconsistent financial and qualified HR resources.

As mentioned above, the main issues facing Social Enterprises, are (i) with respect to for-profit Social Enterprises, the lack of public support and preferential tax treatment; and (ii) with respect to Nonprofit Enterprise, the inability to attract capital and qualified human resources due to their governance structure and Nonprofit organization.

Not to our knowledge.

1. Creating a special status for Social Enterprises and adopting a regulatory framework for for-profit Social Enterprises that would enable them to attract capital and investment;
2. adopting a specific favorable tax treatment for Social Enterprises formed as for-profit Enterprises and providing incentives for for-profit Enterprises to take into account ESG principles in their operations;
3. providing additional public financial and material support to Social Enterprises formed as for-profit Enterprises;
4. coordinating the actions of the various players in the Social Enterprise field, which currently act independently without any coordination;
5. designing special financial and support tools specifically targeted to Social Enterprises and adopting measures providing incentives to financial institutions and microcredit establishments to finance Social Enterprises;
6. adopting a regulatory framework enabling crowdfunding; and
7. adopting a small business act and introducing a package specifically designed to enhance the competitiveness of small and medium size Social Enterprises and to attract investment.

• Providing tax benefits to Enterprise that take ESG actions regardless of their corporate form;
• enhancing transparency in terms of ESG practice, including through wider ESG disclosure requirements and ESG certifications; and
• implementing a regulatory framework designed to attract green finance and increase impact investment in Morocco.

No.